As filed with the Securities and Exchange Commission on
June 18, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEARTLAND FINANCIAL USA, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
42-1405748
(I.R.S. Employer Identification No.)
1398 Central Avenue
Dubuque, Iowa 52004
(Address of principal executive offices)
HEARTLAND FINANCIAL USA, INC.
1993 STOCK OPTION PLAN
(Full title of the plan)
John K. Schmidt
Executive Vice President
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52004
(Name and address of agent for service)
(319) 589-2000
(Telephone number, including area code, of agent for service)
With copies to:
Douglas J. Tucker, Esq.
Richard A. Sirus, Esq.
Barack, Ferrazzano, Kirschbaum & Perlman
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of Maximum Maximum Registration
Securities Amount Offering Aggregate Fee (2)
to be to be Price per Offering
Registered Registered(1) Share(2) Price(1)(2)
<S> <C> <C> <C> <C>
Common Stock,
$1.00
Par Value 600,000 $20.00 $12,000,000 $4,138
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
also registers such indeterminate number of additional
shares as may be issuable under the Heartland Financial USA,
Inc. 1993 Stock Option Plan (the "Plan") in connection with
share splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Securities Act,
solely for the purpose of calculating the registration fee,
based on the average of the bid and asked prices for the
Registrant's common stock as reported within five business
days prior to the date of this filing.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
Heartland Financial USA, Inc. 1993 Stock Option Plan (the "Plan")
as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
Heartland Financial USA, Inc. (the "Company") with the Commission
are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K
(the "Annual Report") filed by the Company
(SEC File No. 0-24724 the Securities Exchange
Act of 1934, as amended (the "Exchange Act")
with the Commission on March 29, 1996.
(b) All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by
the Annual Report referred to in (a) above.
(c) The description of the Company's Common
Stock set forth on pages 108-112 of Amendment
No. 1 to the Company's Registration Statement
on Form S-4, filed with the Commission on May
4, 1994, is hereby incorporated by reference,
together with all amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein
or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which
is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement
and the Prospectus.
Item 4. Description of Securities.
The description of the Company's Common Stock set forth on
pages 108-112 of Amendment No. 1 to the Company's Registration
Statement on Form S-4, filed with the Commission on May 4, 1994,
is hereby incorporated by reference, together with all amendments
or reports filed for the purpose of updating such description.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the General Corporation Law of the State
of Delaware found at Chapter 1 of Title 8 of the Delaware Code
(the "DGCL"), Article IX of the Company's Certificate of
Incorporation (the "Certificate") provides that any director or
officer of the Company, who in his or her capacity as such, is
made or threatened to be made, a party to any suit or proceeding,
must be indemnified if such director or officer acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company. The DGCL
further provides that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
a company's certificate of incorporation or any agreement,
insurance policy, vote of stockholders or disinterested directors
or otherwise. Additionally, under Article X of the Certificate,
members of the board of directors of the Company may not be held
personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty except for specifically
enumerated acts.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated
herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement to include: (i) any prospectus
required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and (iii) any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement,
provided however, that provisions (i) and (ii) of this
undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by
the Company pursuant to Sections 13 or 15(d) of the
Exchange Act and incorporated by reference into the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provision, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant of
expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dubuque, State of Iowa,
on June 18, 1996.
HEARTLAND FINANCIAL USA, INC.
By: /s/ Lynn S. Fuller
-------------------------
Lynn S. Fuller
Chairman of the Board and
Chief Executive Officer
By: /s/ John K. Schmidt
-------------------------
John K. Schmidt
Executive Vice President
and Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Lynn S. Fuller
and John K. Schmidt, and each of them, his true and lawful
attorney-in-fact and agent, each with full power of substitution
and re-substitution, for them and in their name, place and stead,
in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by each of the
following persons in the capacities indicated on the dates
indicated below on June 18, 1996.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Lynn S. Fuller Chairman of the Board and
Lynn S. Fuller Chief Executive Officer
/s/ Lynn B. Fuller Director and President
Lynn B. Fuller
/s/ Mark C. Falb Director
Mark C. Falb
/s/ Evangeline K. Jansen Director
Evangeline K. Jansen
/s/ Gregory R. Miller Director
Gregory R. Miller
/s/ James A. Schmid Director
James A. Schmid
/s/ Robert Woodward Director
Robert Woodward
/s/ John K. Schmidt Executive Vice President and
John K. Schmidt Chief Financial Officer
</TABLE>
<PAGE>
HEARTLAND FINANCIAL USA, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
4.1 Certificate of Incorporation of Heartland
Financial USA, Inc. (incorporated by reference to
Exhibit 3.1 of the Form S-4 Registration Statement
filed with the Commission on March 10, 1994, as amended
(File No. 33-76228))
4.2 Bylaws of Heartland Financial USA, Inc.
(incorporated by reference to Exhibit 3.2 of the Form S-
4 Registration Statement filed with the Commission on
March 10, 1994, as amended (File No. 33-76228))
5.1 Opinion of Barack, Ferrazzano, Kirschbaum & Perlman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche
24.1 Power of Attorney (included on Signature Page to
this Registration Statement)
99.1 Heartland Financial USA, Inc. 1993 Stock Option
Plan
</TABLE>
<PAGE>
EXHIBIT 99.1
HEARTLAND FINANCIAL USA, INC.
1993 STOCK OPTION PLAN
1. Purpose of the Plan
The HEARTLAND FINANCIAL USA, INC. 1993 STOCK OPTION PLAN
(hereinafter referred to as the "Plan") is intended to provide a
means whereby key policy-making directors and employees of
HEARTLAND FINANCIAL USA, INC. and its Related Corporations
(hereinafter referred to as the "Company") may sustain a sense of
proprietorship and personal involvement in the continued
development and financial success of the Company, and to
encourage them to remain with and devote their best efforts to
the business of the Company, thereby advancing the interests of
the Company and its shareholders. Accordingly, the Company may
permit certain directors and employees to acquire common stock of
the Company (hereinafter referred to as "Shares") or otherwise
participate in the financial success of the Company, on the terms
and conditions established herein.
2. Definitions
The following terms shall be defined as set forth below:
a. Board. Shall mean the Board of Directors of the
Company.
b. Cause. Shall mean the commitment of fraud, the
misappropriation of or intentional material damage to the
property or business of the Company, the substantial failure to
fulfill the duties and responsibilities of a regular position
and/or comply with Company policies, rules or regulations, or the
conviction of a felony.
c. Change of Control. Shall mean:
(i) the consummation of the acquisition by
any person (as such term is defined in Section
13(d) or 14(d) of the '34 Act of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the '34 Act) of fifty-one
percent (51%) or more of the combined voting power
of the then outstanding voting securities of the
Company; or
(ii) the individuals who, as of the date
hereof, are members of the Board cease for any
reason to constitute a majority of the Board,
unless the election, or nomination for election by
the stockholders, of any new director was approved
by a vote of a majority of the Board, and such new
director shall, for purposes of this Agreement, be
considered as a member of the Board; or
(iii) approval by stockholders of the
Company of: (1) a merger or consolidation if the
stockholders, immediately before such merger or
consolidation, do not, as a result of such merger
or consolidation, own, directly or indirectly,
more than fifty-one percent (51%) of the combined
voting power of the then outstanding voting
securities of the entity resulting from such
merger or consolidation in substantially the same
proportion as their ownership of the combined
voting power of the voting securities of the
Company outstanding immediately before such merger
or consolidation; or (2) a complete liquidation or
dissolution or an agreement for the sale or other
disposition of all or substantially all of the
assets of the Company.
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because fifty-one percent (51%) or more
of the combined voting power of the then outstanding securities
of the Company are acquired by: (1) a trustee or other fiduciary
holding securities under one or more employee benefit plans
maintained for employees of the entity; or (2) any corporation
which, immediately prior to such acquisition, is owned directly
or indirectly by the stockholders in the same proportion as their
ownership of stock immediately prior to such acquisition.
d. Code. Shall mean the Internal Revenue Code of 1986,
and any amendments thereto.
e. Committee. Shall mean the Compensation Committee of
the Board.
f. Compete. Shall mean within a period of two (2) years
after the termination of service, the direct or indirect
competition with the business of the Company, including, but not
by way of limitation, the direct or indirect owning, managing,
operating, controlling, financing or serving as an officer,
employee, director or consultant to, or by soliciting or
inducing, or attempting to solicit or induce, any employee or
agent of the Company to terminate employment and become employed
by any person, firm, partnership, corporation, trust or other
entity which owns or operates, a bank, savings and loan
association, credit union, brokerage firm, or similar financial
institution within a fifty (50) mile radius of the office of the
Company in which the individual is principally located, except
with the express prior written consent of the Company.
g. Disability. Shall mean a physical or mental disability
which impairs the individual's ability to substantially perform
his or her current duties for a period of at least six (6)
consecutive months, as determined by the Committee.
h. Early Retirement. Shall mean age fifty-five (55)
and ten (10) years of service.
i. ERISA. Shall mean the Employee Retirement Income
Security Act of 1974, and any amendment thereto.
j. Incentive Stock Option. Shall mean an award under the
Plan that satisfies the general requirements of Code Section 422,
namely: (i) grantees must be employees; (ii) the exercise price
may not be less than the fair market value of the underlying
Shares at the date of grant; (iii) no more than $100,000 worth of
Shares may become exercisable in any year; (iv) the maximum
duration of an award may be ten (10) years; (v) awards must be
exercised within three (3) months after termination of
employment; and (vi) Shares received upon exercise must be
retained for the greater of two (2) years from the date of grant
or one (1) year from the date of exercise.
k. Nonqualified Options. Shall mean an award under the
Plan that is not an Incentive Stock Option.
l. Normal Retirement. Shall mean age sixty-five (65).
m. Related Corporation. Shall mean a corporation which
would be a parent or subsidiary corporation with respect to the
Company as defined in Section 424(e) or (f), respectively, of the
Code.
n. Rule 16b-3. Shall mean Rule 16b-3 of the '34 Act, and
any amendments thereto.
o. Stock Appreciation Rights. Shall mean rights entitling
the grantee to receive the appreciation in the market value of a
stated number of Shares.
p. '33 Act. Shall mean the Securities Act of 1933, and
any amendments thereto.
q. '34 Act. Shall mean the Securities Exchange Act of
1934 and any amendments thereto.
3. Administration of the Plan
The Plan shall be administered by the Committee which shall
be comprised of at least two (2) non-employee disinterested
directors appointed by the Board. A disinterested director is
any member of the Board who within the prior year has not been,
and is not being, granted any awards related to the Shares under
the Plan or any other plan of the Company except for awards
which: (i) are calculated in accordance with a formula as
contemplated in paragraph (c)(ii) of Rule 16b-3; (ii) result from
participation in an ongoing securities acquisition plan meeting
the conditions of paragraph (d)(2) of Rule 16b-3; or (iii) arise
from an election by a director to receive all or part of his or
her Board fees in securities. The Committee shall have sole
authority to:
(i) select the directors and employees from
among those eligible to whom Shares shall be sold
under the Plan;
(ii) establish the number of such Shares that
may be sold to each such director or employee and
the time when certificates for such Shares shall
be issued;
(iii) prescribe the legend to be affixed
to the certificate representing such Shares;
(iv) select the directors and employees from
among those eligible to whom rights to participate
in the appreciation of Shares shall be granted;
(v) interpret the Plan; and
(vi) adopt such rules, regulations, forms and
agreements, not inconsistent with the provisions
of the Plan, as it may deem advisable to carry out
the Plan.
All decisions made by the Committee in administering the Plan
shall be subject to Board ratification and approval.
4. Shares Subject to the Plan
The aggregate number of Shares that may be acquired by
directors and employees under the Plan shall be 600,000 Shares.
Any Shares that remain unissued at the termination of the Plan
shall cease to be subject to the Plan, but until termination of
the Plan, the Company shall at all times make available
sufficient Shares to meet the requirements of the Plan. The
aggregate number of Shares which may be sold under the Plan shall
be adjusted to reflect a change in capitalization of the Company,
such as a stock dividend or stock split.
5. Stock Options
a. Type of Options. The Company may issue options that
constitute Incentive Stock Options to employees and Nonqualified
Options to directors and employees under the Plan. The grant of
each option shall be confirmed by a stock option agreement that
shall be executed by the Company and the optionee as soon as
practicable after such grant. The stock option agreement shall
expressly state or incorporate by reference the provisions of the
Plan and state whether the option is an Incentive Option or a
Nonqualified Option.
b. Terms of Options. Except as provided in Subparagraphs
(c) and (d) below, each option granted under the Plan shall be
subject to the terms and conditions set forth by the Committee in
the stock option agreement including, but not limited to, option
price and option term.
c. Additional Terms Applicable to All Options. Each
option shall be subject to the following terms and conditions:
(i) Written Notice. An option may be
exercised only by giving written notice to the
Company specifying the number of Shares to be
purchased.
(ii) Method of Exercise. The aggregate
option price shall be paid in any one or a
combination of cash, personal check, Shares
already owned or Plan awards which the optionee
has an immediate right to exercise.
(iii) Term of Option. No option may be
exercised more than ten (10) years after the date
of grant. No option may be exercised more than
six (6) months after the optionee terminates
employment with the Company, except in the event
of Disability or death as provided in Subparagraph
(c)(iv) below.
(iv) Disability or Death of Optionee. If an
optionee terminates employment due to Disability
or death prior to exercise in full of any options,
he or she or his or her beneficiary, executor,
administrator or personal representative shall
have the right to exercise the options within a
period of twelve (12) months after the date of
such termination to the extent that the right was
exercisable at the date of such termination as
provided in the stock option agreement, or subject
to such other terms as may be determined by the
Committee.
(v) Transferability. No option may be
transferred by an optionee.
d. Additional Terms Applicable to Incentive Options. Each
Incentive Option shall be subject to the following terms and
conditions:
(i) Option Price. The option price per
Share shall be 100% of the fair market value of
such Share on the date the option is granted.
Notwithstanding the preceding sentence, the option
price per Share granted to an individual
(hereinafter referred to as a "10% Shareholder")
who, at the time such option is granted, owns
stock possessing more than 10% of the total
combined voting power of all classes of stock of
the Company shall not be less than 110% of the
fair market value of such Share on the date the
option is granted.
(ii) Term of Option. No option granted to a
10% Shareholder may be exercised more than five
(5) years after the date of grant.
Notwithstanding any other provisions hereof, no
option may be exercised more than three (3) months
after the optionee terminates employment with the
Company, except in the event of Disability or
death as provided in Subparagraph (c)(iv) above.
(iii) Annual Exercise Limit. The
aggregate fair market value of Shares which become
exercisable during any calendar year shall not
exceed $100,000. For purposes of the preceding
sentence, the fair market value of each Share
shall be determined on the date the option with
respect to such Share is granted.
6. Stock Appreciation Rights
a. Grants. Stock Appreciation Rights ("SARs") may be
granted separately or in tandem with or by reference to an option
granted prior to or simultaneously with the grant of such rights,
to such eligible directors and employees as may be selected by
the Committee.
b. Terms of Grant. SARs may be granted in tandem with or
with reference to a related option, in which event the grantee
may elect to exercise either the option or the SAR, but not both,
as to the same Share subject to the option and the SAR, or the
SAR may be granted independently of a related option. In either
event, the SAR shall be exercisable not more than ten (10) years
after the date of grant. SARs shall not be transferable, except
that SARs may be exercised by the executor, administrator or
personal representative of the deceased grantee within twelve
months of the death of the grantee and SARs may be exercised
during the individual's continued employment with the Company and
for a period not in excess of ninety (90) days following
termination of employment due to Disability, Normal Retirement or
Early Retirement, to the extent that the SAR was or became
exercisable at the date of such termination.
c. Payment on Exercise. Upon exercise of a SAR, the
grantee shall be paid the excess of the then fair market value of
the number of Shares to which the SAR relates over the fair
market value of such number of Shares at the date of grant of the
SAR or of the related option, as the case may be. Such excess
shall be paid in cash or in Shares having a fair market value
equal to such excess or in such combination thereof as the
Committee shall determine. The exercise of an SAR may only be
made in accordance with applicable restrictions pursuant to
paragraph (e) of Rule 16b-3 or any similar successor provision.
7. Right of First Refusal
If any Shares issued under the Plan are not readily tradable
on an established market on the date an owner intends to sell
such Shares, such owner shall first offer such Shares to the
Company for purchase and the Company shall have thirty (30) days
to exercise its right to purchase such Shares. The owner shall
give written notice to the Company stating that he or she has a
bona fide offer for the purchase of such Shares, stating the
number of Shares to be sold, the name and address of the
person(s) offering to purchase the Shares and the purchase price
and terms of payment of such sale. The owner shall be entitled
to receive the same purchase price offered by such person(s)
offering to purchase such Shares. Payment may be in a lump sum
or, if the lump sum exceeds $100,000, in substantially equal
annual or more frequent installments over a period not exceeding
five (5) years in the discretion of the Committee. If a method
of deferred payments is selected, the unpaid balance shall earn
interest at a rate that is substantially equal to the rate at
which the Company could borrow the amount due and shall be
secured by a pledge of the Shares purchased or such other
adequate security as agreed to by the Company and the owner. For
purposes of this Paragraph, Shares shall be considered not
readily tradable on an established market if such Shares are not
publicly tradable or because such Shares are subject to a trading
limitation under any federal or state securities law or
regulation that would make such Shares less freely tradable than
stock not so restricted. For purposes of this Paragraph, an
owner shall include any person who acquires Shares from any other
person and for any reason; including, but not limited to, by
gift, death or sale.
8. Amendment or Termination of the Plan
The Board may amend, suspend or terminate the Plan or any
portion thereof at any time, but (except as provided in Paragraph
4 hereof) no amendment shall be made without approval of the
stockholders of the Company which shall: (i) materially increase
the aggregate number of Shares with respect to which awards may
be made under the Plan; (ii) materially increase the aggregate
number of Shares which may be subject to awards to individuals
who are not employees or directors; or (iii) change the class of
persons eligible to participate in the Plan; provided, however,
that no such amendment, suspension or termination shall impair
the rights of any individual, without his or her consent, in any
award theretofore made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to
the extent that the Plan provides for formula awards, as defined
in paragraph (c)(2)(ii) of Rule 16b-3, such provisions may not be
amended more than once every six (6) months, other than to
comport with changes in the Code, ERISA, or the rules thereunder.
9. Term of Plan
The Plan shall be effective upon the date of its adoption by
the Board; provided that, Incentive Options may be granted only
if the Plan is approved by the shareholders within twelve (12)
months before or after the date of adoption. Unless sooner
terminated under the provisions of Paragraph 8, Shares and SARs
shall not be granted under the Plan after the expiration of ten
(10) years from the effective date of the Plan. However, awards
may be exercisable after the end of the term of the Plan.
10. Rights as Shareholder
Upon delivery of any Share to a director or employee, such
director or employee shall have all of the rights of a
shareholder of the Company with respect to such Share, including
the right to vote such Share and to receive all dividends or
other distributions paid with respect to such Share.
11. Merger or Consolidation
In the event the Company is merged or consolidated with
another corporation and the Company is not the surviving
corporation, the surviving corporation may agree to exchange
options and SARs issued under this Plan for options and SARs
(with the same aggregate option price) to acquire and participate
in that number of shares in the surviving corporation that have a
fair market value equal to the fair market value (determined on
the date of such merger or consolidation) of Shares that the
grantee is entitled to acquire and participate in under this Plan
on the date of such merger or consolidation. In the event of a
Change of Control, options and SARs may become immediately and
fully exercisable at the discretion of the Committee.
12. Employment Relationship
A director or employee shall be considered to be in the
employment of the Company or related corporation as long as he or
she remains a director or employee of the Company or related
corporation. Nothing herein shall confer on any director or
employee the right to continued employment with the Company or
related corporation or affect the right of the Company or related
corporation to terminate such employment.
13. Withholding of Tax
To the extent the award, issuance or exercise of Shares or
SARs results in the receipt of compensation by a director or
employee, the Company is authorized to withhold from any other
cash compensation then or thereafter payable to such director or
employee any tax required to be withheld by reason of the receipt
of the compensation. Alternatively, the director or employee may
tender a personal check in the amount of tax required to be
withheld.
14. Delivery and Registration of Stock
The Company's obligation to deliver Shares with respect to
an award shall, if the Committee so requests, be conditioned upon
the receipt of a representation as to the investment intention of
the individual to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or
advisable to comply with the provisions of the '33 Act or any
other federal, state or local securities legislation or
regulation. It may be provided that any representation
requirement shall become inoperative upon a registration of the
Shares or other action eliminating the necessity of such
representation under securities legislation. The Company shall
not be required to deliver any Shares under the Plan prior to (i)
the admission of such Shares to listing on any stock exchange on
which Shares may then be listed, and (ii) the completion of such
registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Committee shall
determine to be necessary or advisable.
This Plan is intended to comply with Rule 16b-3. Any
provision of the Plan which is inconsistent with said rule shall,
to the extent of such inconsistency, be inoperative and shall not
affect the validity of the remaining provisions of the Plan.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Heartland Financial USA, Inc.
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Heartland Financial USA, Inc. of our
report dated January 25, 1996, relating to the consolidated
balance sheets of Heartland Financial USA, Inc. and subsidiaries
as of December 31, 1995 and 1994, and the related consolidated
statements of operations, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31,
1995, which report appears in the December 31, 1995 annual report
on Form 10-K of Heartland Financial USA, Inc. and subsidiaries.
Our report states, "We previously audited and reported on the
consolidated statements of income, stockholders' equity, and cash
flows of Keokuk Bancshares, Inc. for the year ended September 30,
1993, prior to their restatement for the 1994 pooling of
interests. The contribution of Keokuk Bancshares, Inc. and
subsidiaries to net interest income and net income represented 15
and 17 percent for 1993 of the respective restated totals.
Separate financial statements of Heartland Financial USA, Inc.
included in the 1993 restated consolidated financial statements
were audited and reported on separately by other auditors. We
audited the combination of the accompanying consolidated
statements of income, stockholders' equity, and cash flows for
the year ended December 31, 1993, after restatement for the 1994
pooling of interests; in our opinion, such consolidated
statements have been properly combined on the basis described in
note 2 of the notes to the consolidated financial statements."
/s/ KPMG Peat Marwick LLP
Des Moines, Iowa
June 13, 1996
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this Registration
Statement of Heartland Financial USA, Inc. and Heartland
Financial USA, Inc. 1993 Stock Option Plan on Form S-8 of our
report dated February 4, 1994 (which expresses an unqualified
opinion and includes an explanatory paragraph relating to a
change in the method of accounting for investments) appearing in
and incorporated by reference in the Annual report on Form 10-K
of Heartland Financial USA, Inc. for the year ended December 31,
1995.
/s/ Deloitte & Touche LLP
June 18, 1996
Exhibit 5.1
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
June 17, 1996
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52004
Ladies and Gentlemen:
We have acted as special counsel to Heartland Financial USA,
Inc., a Delaware corporation (the "Company"), in connection with
the proposed offering of 600,000 shares of its common stock,
$1.00 par value ("Common Shares"), pursuant to the Heartland
Financial USA, Inc., 1993 Stock Option Plan as amended (the
"Offering"), all as described in the Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission
(the "SEC") on or about June 17, 1996 (the "Registration
Statement"). Capitalized terms used, but not defined, herein
shall have the meanings given such terms in the Registration
Statement. You have requested our opinion concerning certain
matters in connection with the Offering.
We have made such legal and factual investigation as we
deemed necessary for purposes of this opinion. In our
investigation, we have assumed the genuineness of all signatures,
the proper execution of all documents submitted to us as
originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the
originals of such copies.
In arriving at the opinions expressed below, we have
reviewed and examined the following documents:
a. the Certificate of Incorporation of the Company
filed with the Secretary of State of the State of
Delaware on June 18, 1993, and the Company's Bylaws;
b. the Registration Statement, including the
prospectus constituting a part thereof (the
"Prospectus");
c. resolutions of the board of directors of the
Company (the "Board") relating to the Offering; and
d. a form of share certificate representing the
Common Shares approved by the Board.
We call your attention to the fact that our firm only
requires lawyers to be qualified to practice law in the State of
Illinois and, in rendering the foregoing opinions, we express no
opinion with respect to any laws relevant to this opinion other
than the Securities Act of 1933, as amended, and the rules and
regulations thereunder, the laws and regulations of the State of
Illinois, the General Corporation Law of the State of Delaware
and United States federal law.
Based upon the foregoing, but assuming no responsibility for
the accuracy or the completeness of the data supplied by the
Company and subject to the qualifications, assumptions and
limitations set forth herein, it is our opinion that:
1. The Company has been duly organized, is validly
existing and is in good standing under the laws of the State of
Delaware and has due corporate authority to carry on its business
as it is presently conducted.
2. The Company is authorized to issue up to 7,000,000
Common Shares, of which 4,719,152 Common Shares were issued and
are outstanding as of June 10, 1996.
3. When the Registration Statement shall have been
declared effective by order of the SEC and the Common Shares to
be sold thereunder shall have been issued and sold upon the terms
and conditions set forth in the Registration Statement, then such
Common Shares will be legally issued, fully paid and non-
assessable.
We express no opinion with respect to any specific legal
issues other than those explicitly addressed herein. We assume
no obligation to advise you of any change in the foregoing
subsequent to the date of this opinion (even though the change
may affect the legal conclusions stated in this opinion letter).
We hereby consent (i) to be named in the Registration
Statement, and in the Prospectus, as attorneys who will pass upon
the legality of the Common Shares to be sold thereunder and (ii)
to the filing of this opinion as an Exhibit to the Registration
Statement.
Sincerely,
/s/ BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
